Exhibit 10.1


 





Execution Version







 





EXCHANGE AGREEMENT


by and between


FIRST BANCORP


and


CASTLE CREEK CAPITAL PARTNERS IV,
LP


Dated as of December 22, 2016


 




     


     

    


This EXCHANGE AGREEMENT
is made and entered into as of December 22, 2016 (this “Agreement”) by and between First Bancorp, a North
Carolina corporation (the “Company”), and Castle Creek Capital Partners IV, LP, a Delaware limited liability
partnership (the “Investor”).


RECITALS


A.       The
Investor is, as of the date hereof, the record and beneficial owner of 728,706 shares of the Company’s preferred stock designated
as Series C Convertible Perpetual Preferred Stock, no par value (the “Preferred Shares”);


B.       The
Company issued the Preferred Shares pursuant to that certain Securities Purchase Agreement, dated December 21, 2012, between the
Company, the Investor and the other purchasers identified on the signature pages thereto (the “Securities Purchase Agreement”);
and


C.       The
Company and the Investor desire to exchange (the “Preferred Exchange”) all of the Preferred Shares owned by
the Investor for shares of the Company’s common stock, no par value (the “Common Stock” and such shares
of Common Stock, the “Exchange Shares”), on the terms and subject to the conditions set forth herein.


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereby agree as follows:


ARTICLE
I



THE CLOSING; CONDITIONS TO THE CLOSING


Section 1.1       The Closing.


(a)       The
closing of the Preferred Exchange (the “Closing”) will take place remotely via the electronic exchange of documents
and signature pages, as the parties may agree. The Closing shall take place on December 22, 2016; provided, however, that
the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and
date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this
Agreement as the “Closing Date.”


(b)       Subject
to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will cause the
transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory
evidence of such registration to the Investor and (ii) the Investor will deliver the certificate(s) or book-entry shares representing
the Preferred Shares to the Company.


(c)       The
respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment
(or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals, non-objections
or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental
Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance
reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and
other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment,
injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by
this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated
by this Agreement.


(d)       The
obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor)
at or prior to the Closing of each of the following conditions:


(i)       (A)
the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material
respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties
that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects
as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing;



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(ii)       the
Investor shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that
the conditions set forth in Section 1.1(d)(i) have been satisfied;


(iii)       the
Company shall have delivered evidence in book-entry form, evidencing the issuance of the Exchange Shares to the Investor;


(iv)       if
required pursuant to the listing requirements of The NASDAQ Global Select Market (“NASDAQ”), the Exchange Shares
shall have been authorized for listing on NASDAQ, subject to official notice of issuance; and


(v)       the
issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the Investor, taking into account
the Exchange Shares, to equal or exceed 4.9% of the issued and outstanding shares of Common Stock.


(e)       The
obligation of the Company to consummate the Preferred Exchange is also subject to the satisfaction or waiver, at or prior to the
Closing, of the following conditions:


(i)       The
representations and warranties of Investor set forth in Article IV of this Agreement shall be true and correct in all material
respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties
that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects
as of such other date); and


(ii)       The
covenants and obligations of Investor to be performed or observed on or before the Closing Date under this Agreement will have
been performed or observed in all material respects.


Section 1.2      Interpretation.
When a reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” “Schedules”
such reference shall be to a Recital, Article or Section of, or Schedule to, this Agreement, unless otherwise indicated. The terms
defined in the singular have a comparable meaning when used in the plural, and vice versa. References to “herein,”
“hereof,” “hereunder” and the like refer to this Agreement as a whole and not to any particular section
or provision, unless the context requires otherwise. The headings contained in this Agreement are for reference purposes only and
are not part of this Agreement. Whenever the words “include,” “includes” or “including” are
used in this Agreement, they shall be deemed followed by the words “without limitation.” No rule of construction against
the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is
the product of negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars”
mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute,
rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and,
in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule
or regulation include any successor to the section. References to a “business day” shall mean any day except Saturday,
Sunday and any day on which banking institutions in the State of North Carolina generally are authorized or required by law or
other governmental actions to close.


ARTICLE
II



PREFERRED EXCHANGE


Section 2.1       Preferred
Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company
agrees to issue to the Investor, in exchange for its 728,706 Preferred Shares, 728,706 Exchange Shares, and (ii) the Investor
agrees to deliver to the Company certificate(s) or book-entry shares representing the Preferred Shares in exchange for such number
of Exchange Shares.



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Section 2.2       Exchange
Documentation. Settlement of the Preferred Exchange will take place on the Closing Date,
at which time the Investor will cause delivery of the Preferred Shares to the Company or its designated agent and the Company
will cause delivery of the Exchange Shares to the Investor.







Section 2.3       Securities
Act Exemption. The Preferred Exchange is being effected pursuant to Section 3(a)(9) of the
Securities Act of 1933 (as amended, the “Securities Act”) and is exempt from any registration requirements
under the Securities Act.


Section 2.4       Status of
Preferred Shares after Closing. The Preferred Shares exchanged for the Exchange Shares pursuant
to this Article II are being reacquired by the Company and shall have the status of authorized but unissued shares of preferred
stock of the Company undesignated as to series and may be designated or re-designated and issued or reissued, as the case may be,
as part of any series of preferred stock of the Company.


ARTICLE
III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company represents
and warrants to the Investor as of the date hereof and as of the Closing Date:


Section 3.1       Existence
and Power.


(a)       Organization,
Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing under the laws
of the State of North Carolina and has all necessary power and authority to own, operate and lease its properties and to carry
on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate,
had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below) has been duly qualified as
a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which
it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that
is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, including,
without limitation, First Bank (a “Significant Subsidiary”), has been duly organized and is validly existing
in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies
of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as
in full force and effect as of the date hereof.


(b)       Capitalization.
As of the date of this Agreement, the Company has authorized (i) 5,000,000 shares of preferred stock and the 728,006 Preferred
Shares held by the Investor are the only shares of preferred stock of the Company issued and outstanding and (ii) 40,000,000 shares
of common stock and 20,059,552 of such shares were issued and outstanding.


Section 3.2       Authorization
and Enforceability.


(a)       The
Company has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder,
which includes the issuance of the Exchange Shares.


(b)       The
execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization
is required on the part of the Company. This Agreement is a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in
a proceeding at law or in equity) (the “Bankruptcy Exceptions”).


Section 3.3       Exchange
Shares. The Exchange Shares have been duly and validly authorized by all necessary action,
and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid
and non-assessable free and clear of any liens or encumbrances, will not be issued in violation of any preemptive rights, and will
not subject the holder thereof to personal liability.



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Section 3.4       Non-Contravention.


(a)       The
execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby,
and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision
of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result
in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any
Significant Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Significant
Subsidiary is a party or by which it or any Significant Subsidiary may be bound, or to which the Company or any Significant Subsidiary
or any of the properties or assets of the Company or any Significant Subsidiary may be subject, or (ii) subject to compliance with
the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling,
order, writ, injunction or decree applicable to the Company or any Significant Subsidiary or any of their respective properties
or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not
had and would not reasonably be expected to have a Company Material Adverse Effect.


(b)       Other
than the filing of any report required to be filed with the Securities and Exchange Commission (“SEC Reports”),
such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents
and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of,
any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of
the Preferred Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which
to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.


Section 3.5       Anti-Takeover
Provisions. The Board of Directors has taken all necessary action to ensure that the transactions
contemplated by this Agreement and the consummation of the transactions contemplated hereby, will be exempt from any anti-takeover
or similar provisions of the Company’s articles of incorporation and bylaws, and any other provisions of any applicable “moratorium,”
“control share,” “fair price,” “interested stockholder” or other anti-takeover laws and regulations
of any jurisdiction.


Section 3.6       No Company
Material Adverse Effect. Since December 31, 2015, except as disclosed in the SEC Reports,
no fact, circumstance, event, change, occurrence, condition or development has occurred that, individually or in the aggregate,
has had or would reasonably be expected to have a Company Material Adverse Effect.


Section 3.7       Offering
of Securities. Neither the Company nor any person acting on its behalf has taken any action
(including any offering of any securities of the Company under circumstances which would require the integration of such offering
with the offering of the Exchange Shares under the Securities Act and the rules and regulations of the SEC promulgated thereunder),
which might subject the offering, issuance or sale of the Exchange Shares to the Investor pursuant to this Agreement to the registration
requirements of the Securities Act.


Section 3.8       Brokers
and Finders. No broker, finder or investment banker is entitled to any financial advisory,
brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby
based upon arrangements made by or on behalf of the Company or any Significant Subsidiary for which the Investor could have any
liability.



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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


The Investor represents
and warrants to the Company as of the date hereof and as of the Closing Date:


Section 4.1       Organization;
Authority. Investor is an entity, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by
Investor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of Investor, and no further approval of authorization is required on the part of Investor. This Agreement has
been duly and validly executed and delivered by Investor. Assuming due authorization, execution and delivery by Company, this Agreement
constitutes the legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms and
conditions, except as enforceability may be limited by the Bankruptcy Exception.


Section 4.2       Non Contravention.
The execution, delivery and performance by the Investor of this Agreement and the consummation
of the transactions contemplated hereby, and compliance by the Investor with the provisions hereof, will not (i) violate, conflict
with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right
of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of
the properties or assets of the Investor under any of the terms, conditions or provisions of (A) its organizational documents or
(B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the
Investor is a party or by which it may be bound, or to which the Investor or any of the properties or assets of the Investor may
be subject, or (ii) violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable
to the Investor or any of its properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that,
individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability
of the Investor to consummate the transactions contemplated by this Agreement.


Section
4.3       Securities Law Matters.


(a)       The
Investor is not an underwriter with respect to the Preferred Shares or the Exchange Shares, nor will the Preferred Exchange be
part of a distribution of securities of the Company.


(b)       The
Investor is not currently an affiliate of the Company and has not been an affiliate of the Company for a period of three months
prior to the Preferred Exchange.


ARTICLE
V



COVENANTS


Section 5.1       Commercially
Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties
will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Preferred
Exchange, as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use
commercially reasonable efforts to cooperate with the other party to that end.


Section 5.2       Exchange
Listing. If required pursuant to the listing requirements of NASDAQ, on or prior to the Closing,
the Company shall, at its expense, cause the Exchange Shares to be listed on the NASDAQ, subject to official notice of issuance,
and shall maintain such listing for so long as any Common Stock is listed on such exchange.



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Section 5.3       Access,
Information and Confidentiality. Each party will use reasonable best efforts to hold, and
will use reasonable best efforts to direct its agents, consultants, contractors, advisors, and employees, to hold, in confidence
all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”)
concerning the other party furnished or made available to it by the other party or its representatives pursuant to this Agreement
(except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential
basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to
which it was furnished (and without violation of any other confidentiality obligation)); provided, however, that nothing herein
shall prevent any party from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena
or similar legal process. Each party understands that the Information may contain commercially sensitive confidential information
entitled to an exception from a Freedom of Information Act request.


Section 5.4       Certain
Notifications Until Closing. From the date hereof until the Closing, the Company shall promptly
notify the Investor of (a) any fact, event or circumstance of which it is aware and which would reasonably be likely to cause any
representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to
cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material
respect, (b) any action or proceeding pending or, to the knowledge of such party, threatened against such party that questions
or might question the validity of this Agreement or seeks to enjoin or otherwise restrain the transactions contemplated hereby,
and (c) any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually
or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that
delivery of any notice pursuant to this Section 5.4 shall not limit or affect any rights of or remedies available to the Investor;
provided, further, that a failure to comply with this Section 5.4 shall not constitute a breach of this Agreement or the failure
of any condition set forth in Section 1.1 to be satisfied unless the underlying Company Material Adverse Effect, action, proceeding
or material breach would independently result in the failure of a condition set forth in Section 1.1 to be satisfied.


ARTICLE
VI



ADDITIONAL AGREEMENTS


Section 6.1       Unregistered
Exchange Shares. The Investor acknowledges that the Exchange Shares have not been registered under the Securities Act
or under any state securities laws. The Investor is acquiring the Exchange Shares pursuant to the exemption from registration
provided under Section 3(a)(9) of the Securities Act.Governance Rights


Section 6.2       Governance
Rights. The Investor acknowledges that, taking into account the Exchange Shares, the percentage of Common Stock owned
by Investor and its Affiliates is, as of the date of this Agreement, below the Qualifying Ownership Interest as defined in the
Securities Purchase Agreement, and the Investor shall have no further rights under Section 4.13 of the Securities Purchase Agreement.
For the avoidance of doubt, any and all other rights of the Investor and/or its Affiliates (including, without limitation, any
indemnification rights) set forth in the Securities Purchase Agreement shall not be limited by this Section 6.2, except
as expressly set forth in the Securities Purchase Agreement or this Agreement.


Section 6.3       No Legends.
The Company and the Investor agree that the Exchange Shares shall be issued without any restrictive
legends.


Section 6.4       Certain
Transactions. The Company will not merge or consolidate with, or sell, transfer or lease all or substantially all of its property
or assets to, any other party unless the successor, transferee or lessee party (or its ultimate parent entity), as the case may
be (if not the Company), assumes the due and punctual performance and observance of each and every covenant, agreement and condition
of this Agreement to be performed and observed by the Company expressly or by operation of law.


Section 6.5       Transfer
of Exchange Shares. Subject to compliance with applicable securities laws, the Investor shall be permitted to transfer, sell,
assign or otherwise dispose of (“Transfer”) all or a portion of the Exchange Shares at any time, and the Company
shall take all steps as may be reasonably requested by the Investor to facilitate the Transfer of the Exchange Shares.



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ARTICLE
VII



MISCELLANEOUS


Section 7.1       Termination.
This Agreement may be terminated at any time prior to the Closing:


(a)       by
either the Investor or the Company if the Closing shall not have occurred by January 31, 2017; provided, however, that in the event
the Closing has not occurred by such date, the parties will consult in good faith to determine whether to extend the term of this
Agreement, it being understood that the parties shall be required to consult only until the fifth day after such date and not be
under any obligation to extend the term of this Agreement thereafter; provided, further, that the right to terminate this Agreement
under this Section 7.1(a) shall not be available to any party whose breach of any representation or warranty or failure to perform
any obligation under this Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such date;


(b)       by
either the Investor or the Company in the event that any Governmental Entity shall have issued an order, decree or ruling or taken
any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement (or if any such
Governmental Entity informs the Investor or the Company that it intends to disapprove any notice or application required to be
filed by such party in order to consummate the transactions contemplated by this Agreement) and such order, decree, ruling or other
action shall have become final and non-appealable; or


(c)       by
the mutual written consent of the Investor and the Company.


In the event of termination of this
Agreement as provided in this Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part
of either party hereto except that nothing herein shall relieve either party from liability for any breach of this Agreement.


Section 7.2       Survival
of Representations and Warranties. The representations and warranties of the Company and
the Investor made herein or in any certificates delivered in connection with the Closing shall survive the Closing without limitation.


Section 7.3       Amendment.
No amendment of any provision of this Agreement will be effective unless made in writing and
signed by an officer or a duly authorized representative of each of the Company and the Investor. No failure or delay by any party
in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative of any rights or remedies provided by law.


Section 7.4       Waiver of
Conditions. The conditions to each party’s obligation to consummate the Preferred Exchange
are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable
law. No waiver will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes
express reference to the provision or provisions subject to such waiver.


Section 7.5       Governing
Law; Submission to Jurisdiction, etc. This Agreement and any claim, controversy or dispute
arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights
and duties of the parties shall be enforced, governed, and construed in all respects (whether in contract or in tort) in accordance
with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws
of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the parties hereto
agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New
York for any and all civil actions, suits or proceedings arising out of or relating to this Agreement or the Preferred Exchange
contemplated hereby and (b) that notice may be served upon (i) the Company at the address and in the manner set forth for notices
to the Company in Section 7.6 and (ii) the Investor at the address and in the manner set forth for notices to the Company in Section
7.6, but otherwise in accordance with federal law.



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Section 7.6       Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the
other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by
electronic mail or facsimile, upon confirmation of receipt, or (b) on the first business day following the date of dispatch if
delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below or pursuant to
such other instructions as may be designated in writing by the party to receive such notice.


If to the Company:


First Bancorp


300 SW Broad St.


Southern Pines, North Carolina
28387


Attention: Richard H. Moore,
Chief Executive Officer


Telephone: (910)246-2500


Facsimile: (910)576-0662


Electronic Mail: rmoore@firstbancorp.com


 


With a copy to:


Nelson Mullins Riley &
Scarborough LLP


100 North Tryon Street
/ 42nd Floor


Charlotte, North Carolina
28202


Attention: B.T. Atkinson


Telephone: (704)417-3039


Facsimile: (704)377-4814


Electronic Mail: bt.atkinson@nelsonmullins.com


 


If to the Investor:


Castle Creek Capital Partners
IV, LP


c/o Castle Creek Capital
LLC


6051 El Tordo


Rancho Santa Fe, California
92067


Attention: John Eggemeyer


Managing Principal


Telephone: (888) 756-8300


Facsimile: (858) 756-8301


Electronic Mail: jeggemeyer@castlecreek.com


 


With a copy to:


Sidley Austin LLP


1999 Avenue of the Stars,
17th Floor


Los Angeles, CA 90067


Attention: Vijay S. Sekhon,
Esq.


Telephone: (310) 595-9507


Facsimile: (310) 595-9501


Electronic Mail:
vsekhon@sidley.com


Section 7.7       Definitions.


(a)       Except
for reference to a “Significant Subsidiary” as defined in section 3.1(a) of this Agreement, when a reference is made
in this Agreement to a subsidiary of a person, the term “subsidiary” means any corporation, partnership, joint
venture, limited liability company or other entity (x) of which such person or a subsidiary of such person is a general partner
or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests
of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar
functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof.



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(b)       The
term “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that
requires the approval of the Company’s stockholders.


(c)       The
term “Company Material Adverse Effect” means any event, circumstance, change or occurrence that has had or
would reasonably be expected to have a material adverse effect on the (1) the ability of the Company to consummate the Preferred
Exchange and the other transactions contemplated by this Agreement and perform its obligations hereunder on a timely basis, and
(2) business, results of operation, assets, liabilities or condition (financial or otherwise) of the Company and its consolidated
subsidiaries taken as a whole; provided, however, that clause (2) above shall not be deemed to include: (i) the effects of (A)
matters previously disclosed in SEC Reports or occurring after the date hereof in general business, economic or market conditions
(including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price
levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities,
declared or undeclared acts of war or terrorism, in each case generally affecting the industries or geographic areas in which
the Company and its subsidiaries operate, (B) changes or proposed changes after the date hereof in GAAP or regulatory accounting
requirements, or authoritative interpretations thereof, (C) changes or proposed changes after the date hereof in securities, banking
and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of
these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would
reasonably be expected to have a disproportionate adverse effect on the Company and its consolidated subsidiaries taken as a whole
relative to comparable U.S. banking or financial services organizations), (D) changes in the market price or trading volume of
the Common Stock or any other equity, equity-related or debt securities of the Company or its consolidated subsidiaries (it being
understood and agreed that the exception set forth in this clause (D) does not apply to the underlying reason giving rise to or
contributing to any such change), (E) actions or omissions of the Company or any Significant Subsidiary expressly required by
the terms of the Preferred Exchange.


Section
7.8       Assignment. Neither this Agreement nor any right, remedy, obligation nor
liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of each
other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void,
except an assignment, in the case of a Business Combination where such party is not the surviving entity, or a sale of substantially
all of its assets, to the entity which is the survivor of such Business Combination or the purchaser in such sale subject to compliance
with Section 6.3.


Section
7.9       Severability. If any provision of this Agreement, or the application thereof
to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held
invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby,
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.


Section
7.10       No Third-Party Beneficiaries. Nothing contained in this Agreement, expressed
or implied, is intended to confer upon any person or entity other than the Company and the Investor any benefit, right or remedies.


Section
7.11       Entire Agreement, etc. This Agreement (including the Schedules hereto)
constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both
written and oral, between the parties, with respect to the subject matter hereof. For the avoidance of doubt, the Securities Purchase
Agreement shall remain in full force and effect, but shall be deemed amended hereby, and any provisions in this Agreement that
supplement, duplicate or contradict any provision of the Securities Purchase Agreement shall be deemed to supersede the corresponding
provision of the Securities Purchase Agreement from and after the effective date hereof.



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Section
7.12       Counterparts and Facsimile. For the convenience of the parties hereto,
this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered
by electronic transmission or facsimile and such electronic transmissions and facsimiles will be deemed as sufficient as if actual
signature pages had been delivered.


Section
7.13       Specific Performance. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly
agreed that the parties shall be entitled (without the necessity of posting a bond) to specific performance of the terms hereof,
this being in addition to any other remedies to which they are entitled at law or equity.







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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


	 	FIRST BANCORP

                                                                                 

	 	
         

        By:
	/s/ Eric P. Credle

	 	
        Name:
	Eric
P. Credle

	 	Title:	Chief Financial Officer
	 	 
	 	
        CASTLE CREEK CAPITAL PARTNERS IV,
        LP

         

         

	 	
        By:
	/s/
John M. Eggemeyer

	 	Name:	John M. Eggemeyer
	 	Title:	 Managing Principal


 


[Signature Page to Exchange Agreement]